WD 40 CO — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-03-13

Reporting Person: MILNER GRAHAM P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	M	10000	$35.99	Acquired	34530.077	Direct
2012-03-13	Common Stock	S	10000	$45.000	Disposed	24530.077	Direct
2012-03-13	Common stock	M	12700	$36.03	Acquired	37230.077	Direct
2012-03-13	Common Stock	S	12700	$45.052	Disposed	24530.077	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-13	Non-qualified Stock Option	$35.99	M	10000	Disposed	2016-10-17	Common Stock (10000)	Direct
2012-03-13	Non-qualified Stock Option	$36.03	M	12700	Disposed	2017-10-16	Common Stock (12700)	Direct

Footnotes

F1: Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.

F2: Average sale price based on the fluctuations of share price on the date of exercise.

F3: Total includes 1,551.077 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Also includes 6,509 Restricted Stock Units, of which 2,538 are subject to future vesting, and 3,832 Performance Share Units, all of which are subject to future vesting.

F4: not applicable